Barefoot in the Night
by Girl With The Cauldron Spirit
Summary: What lies on the surface is not always real. What can Lily do when she discovers the other side of James Potter?(Re-write of "An Affair to Remember")
1. Revelation on the Steps

Disclaimer: All characters belong, now and forever more to J.K. Rowling. I can't even begin to compare myself to her grandeur.

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Lily exhaled an enormous breath she had been holding. It had taken a _dreadfully_ long time to escape the Gryffindor Common Room and dorm to make it to the silent Entrance Hall before _he_ got there. It was the dead of night and her morally infested mind was enraged. She was supposed to be in bed, like a good little prefect, perfectly safe from expulsionary rule-breaking. But alas, there she was, in the dark little broom closet waiting for something that possibly (and hopefully) would never occur.

One part of her head raged a one-sided war. _Your just paranoid, Lily,_ it said this so loudly that she almost had to cover her ears._ If_ he_ wants to get into trouble, than fine and dandy, but there's no point of getting expelled for following that wanker!_

Lily inhaled again, trying to find the strength to block out the whining in her head.

_He's not made of paper, you know,_ it continued in an apathetic voice._ Beside, a few scratches might knock some sense into the thick head of his....._

Within the shadows of the statues that littered the hall, Lily caught a soft rustle of a cloak. Her eyes darted back and forth across the hall, scanning every inch of it. After a few moments, Lily's eyes caught sight of a single foot- in the middle of nothing.

She grimaced as she heard the soft whisper of a swear word, and the foot was once again covered. Lily tightened her grip on her wand as a sudden rage boiled inside of her. _How _dare _him!? Going out in the middle of the night, alone, _and_ he's a _prefect! _That son of a -_

When she finished calling the boy in the cloak every swear word she could possibly know, another part of her mind interrupted; _But you are still here, Evans, waiting for him to come, so you can save his sorry ass. Isn't that right? If you really wanted to get him in trouble, you'd be in your nice warm bed, without that boy in your head... No, don't interrupt me now that I'm finally having a say... Well, as I was saying, there is an odd part of you that insists he is a stupid little ass-hole-which no doubt he is- but it forces you to come out here tonight and watch him._

For once in her life, Lily was at loss for words. Finally, when she got a grip on what her mind was saying, she began, _But..._

_No you don't! I'm not finished!_ The voice in her head persisted angrily. _If you wanted him to be caught, than you would have left Dumbledore to it. But you haven't, have you? No...._

Lily guessed furiously that if that voice had a face, than it would be smirking irritably, like the smiles _he _always gave her...

Shaking her head silently, Lily tried to get his face out of her head, and focus on Entrance Hall doors that opened by a force of thin air.

But Lily knew better...oh, she new better, alright. She was positive she knew who had disappeared under that Invisibility Cloak at least a thousand times before. Tonight, she would let the infamous James Potter know he was dealing with.

At the precise moment, when the large doors were opened wide enough at her angle, with a final drive of insanity, Lily leapt out of the old broom closet she had taken refuge in, and ran towards the opening, colliding herself with thin air that- for some reason- had shape. Lily flew down the steps, hearing the great doors close with a _thunck_.

Once she came to a complete stop, she found her hands dug into the dewy grass at the bottom of the steps, sitting atop what appeared to be a quantity of solid thin air, which was now swearing fiercely.

Lily paused for a moment to catch her breath, forgetting about what she was sitting on, until something shoved her off, and onto the wet grass.

"Georef! Georef!" Lily heard the air exclaim. "You bloody moron! What was that...?" The voice turned silent as she heard the swishing of a cloak. James was now completely visible. "_Lily?_" James asked incredulously as her ogled her from beside.

Lily blinked her perfect green eyes, before covering her lovely face with a furious expression. She stood with some difficulty, as she shook off James's hand that was trying to help her to her feet. "No! It's Father bloody Christmas! _Of course it's me!" _She snapped at him.

"N-no," James stammered, obviously still shaken by her surprise appearance." It's just that... how did you know I was there?"

Lily turned from brushing herself off to look at him for the first time. She looked at him straight in the eye, and after a moment, he looked away, blushing. Lily shook her head resignedly. "I'm not stupid, James. I _knew _something was up ever since I saw you appear out of nowhere from under that cloak of yours a few years back while I was night patrol." She saw his amber eyes widen behind his square-framed glasses. She continued, "Don't worry, James, I'm not dense enough to go around telling anybody. Only I know about your nightly fieldtrips," she reassured.

"How did you know I was coming out alone tonight?" James asked, narrowing his eyes in a curious manner.

"I could see a longing in your eyes," she answered, and James heard a note of fondness hidden somewhere in her bold voice. "A longing to think about things, I suppose..."

Lily gazed intently into his eyes, past his outer shell of mischief and cunning, breaking through the barriers that tried to block out Lily's stare. James turned away just in time, before she can look any further. He cleared his throat let his eyes fall to the dewy ground.

"Ah!" He exclaimed, breaking the tense silence. "We should be more covered... the last thing we need is someone finding two prefects outside after hours...alone..." Again, awkward silence.

"Well then!" Lily said, snatching the Invisibility Cloak from off the ground. "Off we go!" She grabbed James's wrist and pulled him toward her (he blushed while she did so), and flung the cloak over the both of them. Then she marched determinedly towards the Forbidden Forest, the utterly confused prankster in tow.


	2. Cunning and Cloaks

Author's Note: Yay! I've finally finished the second chapter! For all those past readers, I'm sorry I've taken so long, and for my new readers, enjoy! I've found this chapter a bit more philosophical and whatnot, so if you don't like it, that's ok, and if you do, great! I'll _try _to start Chapter 3 earlier, but I can't make any promises. Thank you so much for reading.

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The dense foliage of the Forbidden Forest looked even more sinister than usual under the pale glow of the moon. Chaotic branches twisted in agony, reaching out with their cruel arms, grasping onto whatever they could reach. The thick-trunked carcasses obstructed paths, their knarled roots jutting out the earth like monsters rising of the surface of the ocean. It was fairly safe to say that this particular forest was one that not many would like to have a Sunday picnic in. None of the mattered to James, though.

The darkness of his surrounding held no meaning to him; he was not only impassive about his surroundings, but he seemed not to take it in. His eyes were trained on the shine of the pallid moonlight of the glossy red hair that bounced in motion. James found himself completely powerless in the death-grip of the prefect, who was half-dragging him deeper into the woods. It had just swallowed them in complete darkness, though James could make out the gentle curls.

Taking in the swearing beneath the girl's breath, he managed to process the light that appeared at the end of her wand, and repeated the spell onto his own wand. With the proper light, James examined the face of Lily Evans, the initial shock of her appearance _finally _wearing off.

Donning the mandatory Hogwarts robe, with the shining of a Prefect badge and the golden/ orange crest of a Gryffindor; Lily wore her head high and looked at James with intense eyes. They were bright green- as bright as a blade of grass- and gave way to a small, delicate nose, held high not with pride, but with wisdom rarely conveyed by a 16 year-old. Her lips were full, with the bottom protruding slightly. Lily appeared to be waiting for an explanation of some sort.

James sputtered and looked away, trying to elude the inquiring and slightly hostile expression of the girl before him. He fidgeted and creased his brow. This was so...weird Never in his wildest dreams did he ever imagine Lily Evans- _Lily Evans! -_ standing with him in the middle of the night... alone in the woods...with their wands as their only light... well, _yes, _he had dreamed of himself and the beautiful Prefect in such a predicament, but he had never expected it to be at a time like this. When James felt so...out of his skin.

Lily watched silently as James fidgeted under her stare. Her face twisted as she studied him. In one hand, he gripped the suspicious cloak, and in the other, his eleven inch mahogany wand which made him a legend in Transfiguration class. The light emitted from both their wands made his amber eyes flash through the shadow of his bangs. That was not what bothered Lily, though. James- and half the female population of Hogwarts- were fond of his renowned hairstyle. He prided himself in his tousled appearance; being beater on the Gryffindor Quidditch team gave him admiration from the many ladies at school, and wild hairstyle that added more fuel to the proverbial fire. However, tonight was another matter. While Lily fully expected James to be sported his usual do, she noted his hair lay neatly upon his head. She was slightly unnerved.

"Well...um...._ so..._" The awkward silence was broken by James' even more awkward interruption. He glanced around, in what Lily supposed was a catalyst for topic change. She hoped dearly that he was going to start rattling on about the different species of tree moss. She was quite surprised when James went into the completely different direction.

"How did you know I was coming out tonight?"

Her eyes widened slightly, but she did not look away. "Whatever you do, James, someone _always _knows."

He cocked his head. "I didn't tell Sirius."

"That's not what I mean." Lily waved her hand, and made her way over to a nearby rock. She sat down, and looked up at James. He was still, not knowing what do next. Instead, he spoke the first thing that came to his mind.

"I hope you don't expect me to give an explanation. Because you're not going to get one."

"I don't expect anything from you, James."

"Then why do you keep staring at me like that?" He snapped, getting tired of the unusual look Lily was imploring him with. It was hard, though, to ignore her. Those perfect, brilliant green eyes, staring into his, giving him the consideration he had begged for countless times. Now, it was worthless to him; the things he wanted so long ago had slipped away from him so suddenly during these few short hours. He didn't understand the thoughts running through his head, nor the simple reasons _why _everything was altered so suddenly. He did know one thing, though; the person who he was a universe away. Try as he may to recover that lost part of him, James couldn't even grasp the simple concept of his past self.

Through his thought-monologue, James had taken no notice of Lily's current movement. As he stared off into the formless oblivion. Lily had snuck over to James, sidestepping his view towards the heavy cloak laying limply in his grasp. With a snap of her wrist, Lily was holding the cloak in her hands and James' was feeling quite empty. His head darted back and forth, searching for the thief, and noted Lily with his cloak and an adorable smile. He felt himself melt and forget his troubles for that moment.

"Where _did _you get this thing from, James?" She brought the embroidered fabric to her nose and sneered mockingly into its faceless features. "I _highly_ doubt that you would make such an intelligent investment like buying this."

Ignoring her remark, James twiddled his thumbs, pretending not to care. "One of my parents decided it would complement my complexion.

"I thought your father was uptight about that sort of thing. "

"Whoever said it was my father?" James stepped forward cautiously, pleased that Lily had taken no notice. "My mother was quite the nuisance in her day. Her classmates called her the Fox; for her cunning and her ability to slip past the fingers of authority."

Lily held up the cloak. "Thanks to this, no doubt."

"The clothes don't make the people, Lily."

It was silent again. James watched as the girl before him contemplated the fabric in her hand. Grassy eyes scanned the surface, taking in the smoothed, velvet-like feel, analyzing the depictions traced with the finesse of God's hands. The more he watched, the more obvious it was how alike this girl was with the cloak. Perfection in material form, gentle and enveloping, but more so was she was like it in character. The cloak's purpose was to hide its wearer from the people's eyes; shield them from the rest of the world. Like the cloak, Lily was unlike others. Hiding the smallest of things wrapped in herself, while exuding a common air. She fascinated James to no end.

"Why did you do it?"

Her voice snapped James out of his reverie. He blinked twice, and his eyes found her face. Lily's features were shadowed by her bangs in the wand-light, facing away from the boy and expressionlessly considering the cloak in her hand. He stared back, not knowing what to say.

"E-excuse me?"

Lily shook her head and brought her gaze back up to James. She was smiling slightly, but the amber-eyed boy could tell; something was not right.

"Are you okay?"

She nodded. Reaching forward, Lily grabbed hold of James' wrist, catching the boy by surprise, a blush creeping across his cheeks. Luckily, the girl did not notice.

"Let's go."

James stared. "Where?

Looking back once before heading off in the gathering darkness, he heard the softness of her words in the air; a whisper caught between her red tresses, barely meeting his ear.

"Wherever the path takes us."

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Oooooo...my favourite thing in the world..._foreshadowing..._there might be a lot more in the future, but I like the unintentional. It's so much fun.


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